Generali Group

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          Role, functions and activity

          The Board is appointed by the shareholders’ meeting and vested with the broadest management powers. It is responsible for approving the strategy proposed by management and for supervising managerial activities in pursuit of the corporate objective.

          The responsibilities allocated to the Board of Directors include:

          • Approving the company's strategic, business and financial plans, as well as transactions having a significant impact on its operating performance, earnings or financial position, and significant related-party transactions.
          • Proposing the allocation of profit shown in the financial statements and the distribution of dividends. 
          • Resolutions relating to mergers, in the cases allowed by law, opening or closing of secondary premises, and amendments to the terms of the Articles of Association and General Meeting Regulation if they become incompatible with new mandatory legislative provisions. 
          • Resolutions on the commencement or termination of operations in individual business sectors. 
          • Appointing the General Manager, establishing their powers and duties and revocation. 
          • Taking decisions on the criteria for management and coordination of the Group companies and implementation of instructions issued by IVASS. 
          • Resolutions on the other matters that by law may not be delegated. 
          • On proposal of the CEO, establishing the nature and level of risk compatible with strategic objectives. 
          • Evaluating the adequacy of the organisational, administrative and general accounting system of the company and its subsidiaries with strategic importance, with special reference to the internal control and risk management system and the management of conflicts of interest. 
          • Assigning and revoking executive powers to the executive bodies and board sub-committees, setting their limits and the procedures for their exercise.

          As regards accounting documents, the responsibilities of the Board of Directors under the law and the Articles of Association include preparation of:

          • the annual financial report; 
          • the half-yearly financial report as at 30 June of each year and, if envisaged, quarterly financial disclosures.

          The Chair is the company’s legal representative and does not hold an executive role, as he has not been assigned further powers in addition to those set forth in the articles of association.

          Board Diary 2021

          The main activities and goals of the Board of Directors in 2021 are listed in the following charts:

          Strategy and Finance Internal Controls and Risk Management Governance
          • Analysis of the Group’s main
            traditional Life portfolios

           

          • Resolutions on the composition of the GMC and heads of Key Functions

           

          Strategy and Finance

          Internal Controls and Risk Management

          Governance
          • Financial affairs and equity investments
          • Resolutions and disclosures concerning
            the ICRMS and remuneration of the
            heads of the Key Functions 
          • Approval of impairment testing
            procedures 
          • Minor changes to the internal capital
            calculation model pursuant to Solvency II 
          • Approval of Group and Parent Company
            policies 
          • Periodical report of the SB
          • Examination of the findings of the 2020 Board review 
          • Ascertainment of professionalism, respectability and
            independence requirements of the members of the Board
            of Directors and the Board of Statutory Auditors 
          • Examination of the letter of the chair of the Italian
            Corporate Governance Committee of 22 December 2020
          Strategy and Finance

          Internal Controls and Risk Management

          Governance
          • Approval of the Consolidated
            Financial Statements and Integrated
            Report, of the Parent Company draft financial statements, associated
            reports on operations and the proposed dividend payout
          • Financial affairs and equity
            investments
          • Update on the Group climate
            change strategy
          • Assessment of the fitness of the
            organisational and administrativeaccounting
            structure
          • Resolutions on the ICRMS
          • Approval of the Parent Company’s 2020
            ORSA Report
          • Approval of the Parent Company RSR
            and SFCR
          • Examination of actuarial report on the
            parent company’s technical reserves
          • Call of the 2021 General Meeting and approval of reports
          • Accounting of annual incentive plans and implementation
            of the 2018 LTI Plan through approval of a capital increase
          • Approval of the 2020 corporate governance and share ownership report
          • Remuneration Report
          • Introduction of the Share Ownership Guidelines
          • Designation and determination of remuneration of top managers of strategic subsidiaries
          • Verification of the requirements of the Fit&Proper Policy for Key Personnel
          Strategy and Finance

          Internal Controls and Risk Management

          Governance
          • Financial affairs and equity
            investments
          • Examination of the reports of the external auditors pursuant to s. 14 of lgs.decree no. 39, 27 January 2010, s. 10 of EU Regulation no. 537/2014, s. 102 of lgs. decree no. 209, 7 September 2005, and s. 11 of EU Regulation no. 537/2014
          • Approval of 2020 ORSA Report at Group level
          • Approval of the RSR and SFCR at Group
            level
          • Approval of Group and Parent Company policies
          • Examination of climate-related risk
            project

           

          Strategy and Finance

          Internal Controls and Risk Management

          Governance
          • Approval of interim financial information as at 31 March 2021 
          • Financial affairs and equity investments 
          • Examination of trends in the results
            of the Group and the main business units from 2011 to 2020
          • Update of Group and Parent Company
            policies
          • Changes to the internal capital
            calculation model pursuant to Solvency II
          • Resolutions on remuneration
          Strategy and Finance

          Internal Controls and Risk Management

          Governance
          • Strategy Day
          • Renewal of the Group 2021 reinsurance policy 
          • General resolution on Parent Company investments 
          • Resolution on the merger by incorporation of Transocean Holding LLC into Assicurazioni Generali S.p.A. 
          • Financial affairs and equity investments 
          • Report on developments in the Group climate change strategy
          • Update of Group and Parent Company
            policies
          • Review of the Regulation of the BoD and Committees
          • Assessment of interlocking situations ex s. 36 of Decree Law no. 201 of 6 December 2011, with regard to
            Directors and Statutory Auditors 
          • Update of related-party transaction procedures
          Strategy and Finance

          Internal Controls and Risk Management

          Governance
          • Half-year reports as at 30 June 2020 
          • Financial affairs and equity
            investments 
          • Examination of the results of the EIOPA 2021 stress test
          • Update of Group and Parent Company
            policies 
          • Examination of issues relating to the
            ICRMS 
          • Update on the activities of the Key
            Functions at 30 June 2020 
          • Report on the activities of the SB 
          • Periodical report on related-party
            transactions
          • Resolution on commencement of preparations for the procedure to draw up a list of the Board’s candidates for the renewal of the governing body when its mandate expires in 2022 
          • Resolution approving the new Regulation of the MPFR 
          • Report on the commencement of the 2021 Board review process 
          • Commencement of preparations for the formation of the List of the Board of Directors
          Strategy and Finance

          Internal Controls and Risk Management

          Governance
          • Financial affairs and equity investments
          • Update of Group and Parent Company policies
          • Update of the OMM 
          • Approval of the procedure for the presentation of a list
            for the renewal of the Board by the outgoing Board and
            appointment of head-hunting and legal consultants

           

          Strategy and Finance

          Internal Controls and Risk Management

          Governance
          • Deliberation concerning payment of the second tranche of the dividend on 2020 profit
           
          • Check on the absence of supervisory provisions or
            recommendations blocking payment of the second
            tranche of the dividend for 2020 
          • Examination of the findings of the 2021 Board review
          Strategy and Finance

          Internal Controls and Risk Management

          Governance
          • Approval of interim financial
            information as at 30 September
            2021 
          • Financial affairs and equity
            investments 
          • Strategy Day on innovation and digital transformation
          • Issues relating to the ICRMS and update
            of Group and Parent Company policies 
          • Resolution on the review of the Liquidity Risk Management Plan, Recovery Plan
            and Systemic Risk Management Plan 
          • Periodical report on related-party
            transactions
          • Approval of the draft guidance for the Shareholders 
          • Resolutions on appointments 
          • Examination of the considerations of the Board of Statutory Auditors on governance issues 
          • Review of the diversity policy for members of the
            corporate bodies 
          • Resolution approving the document drawn up pursuant to s. 5.2.i) and s. 71.2.m) of IVASS Regulation no. 38 of 3 July 2018
          Strategy and Finance

          Internal Controls and Risk Management

          Governance
          • 2022-24 strategic plan 
          • Financial affairs and equity
            investments 
          • Examination of 2021 forecast and budget, RAF and 2022 SAA 
          • Update report on ESG issues
          • Update of Group and Parent Company policies
          • Resolution amending the procedure for the formulation of a list of candidates by the outgoing Board for the renewal of the governing body in 2022 and setting of candidate selection criteria 
          • Resolution amending the composition of the ARC and the ad hoc appointment committee 
          • Resolutions regarding appointments and remuneration 
          • Opinion on the review of the Regulation of the BoD and Committees 
          • Considerations on the findings of the 2021 Board review 
          • Designation and determination of remuneration of top managers of strategic subsidiaries

           

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          BOARD DIARY 2021 – Main goals 37 kb